UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

## FORM 10-K/A

(Amendment No. 3)

|Mark One |                                                                                               
|-------- | ----------------------------------------------------------------------------------------------
|[ X ]    | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934    
|         | For the Fiscal Year ended December 31, 2012                                                   
|[   ]    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

### BALTIA AIR LINES, INC.

(Exact name of Registrant as specified in its charter)

|NEW YORK(State of Incorporation)                                                                                                                                                                                                                                                                                                                                   | 11-2989648(IRS Employer Identification No.)          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------
|JFK International Airport, Building 151, Jamaica, NY
11430(Address of principal executive offices)(718) 244 8880
(Registrant's telephone number, including area code)                                                                                                                                                                                             
|Title of each class
-None-                                                                                                                                                                                                                                                                                                                                         | Name of each Exchange on which registered
-None-     
|Securities Registered pursuant to Section 12(g) of the Exchange Act:                                                                                                                                                                                                                                                                                              
|Common Stock,(Title of Class)                                                                                                                                                                                                                                                                                                                                      | $.0001 Par Value                                     
|Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [  ] - - No [X]                                                                                                                                                                                                                       
|Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [   ] - - No [X]                                                                                                                                                                                                                         
|Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] - - No [  ]
|Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [X] - - No [  ]     
|Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):                                                       
|Large accelerated filer [   ] 
Non-accelerated filer [   ]                                                                                                                                                                                                                                                                                                         | Accelerated filer [  ]
Smaller reporting company  [X]
|Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act of 1934).  Yes [ ]   No [X]                                                                                                                                                                                                                        
|The aggregate market value of the voting common equity
            held by non-affiliates as of December 31, 2012 is
            $23,185,507.                                                                                                                                                                                                                     
|The number of shares of the registrant's common stock
            outstanding as of April 15, 2013
            was 2,579,123,580.                                                                                                                                                                                                                                 

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EXPLANATORY NOTE

This third amended filing is done to correct certain
errors found in the contract exhibits filed previously, in particular, to include a NON-REDACTED version of
Exhibit 10.5, to reflect the withdrawal of Company's Request for Confidentiality as to certain portions of that
exhibit. Only the Cover Page, the Table of Contents, the changed Exhibit List, and Exhibit 10.5 are included in this filing.

No other changes have been made to the Form 10-K. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures or exhibits made in the original Form 10-Q or subsequent amendments, other than as stated above.

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### TABLE OF CONTENTS

|PART 1   |                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------
|Item 1.  | Business                                                                                                    
|Item 1A. | Risk Factors                                                                                                
|Item 1B. | Unresolved Staff Comments                                                                                   
|Item 2.  | Properties                                                                                                  
|Item 3.  | Legal Proceedings                                                                                           
|PART II  |                                                                                                             
|Item 5.  | Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|Item 6.  | Selected Financial Information                                                                              
|Item 7.  | Management's Discussion and Analysis of Financial Condition and
Results of Operations                       
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                  
|Item 8.  | Financial Statement Supplementary Data                                                                      
|Item 9.  | Changes in and Disagreements with Accountants on Accounting And
Financial Disclosures                       
|Item 9A  | Controls and Procedures                                                                                     
|Item 9B  | Other Information - Required FD Disclosure of Nonpublic Material Information                                
|PART III |                                                                                                             
|Item 10. | Directors and Executive Officers of the Registrant                                                          
|Item 11. | Executive Compensation                                                                                      
|Item 12. | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters              
|Item 13. | Certain Relationships and Related Transactions                                                              
|Item 14. | Principal Accountant Fees and Services                                                                      
|PART IV  |                                                                                                             
|Item 15. | Financial Statements and Other Exhibits                                                                     

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OTHER
      EXHIBITS

3.1
      Certificate of Incorporation of Baltia Air Lines, Inc.
      Incorporated by reference to Exhibit 3.1 to Baltia Air Lines
      Inc.'s reported on Form 10-K, 21 Dec 2011 from the year ended
      December 31, 2010.

3.1.1
      Certificate of Incorporation amendment of Baltia Air Lines,
      Inc. (as amended and filed on June 24, 2011)

3.1.2
      Certificate of Incorporation amendment of Baltia Air Lines,
      Inc. (as amended and filed on May 25, 2012)

3.1.3
      Certificate of Incorporation amendment of Baltia Air Lines,
      Inc. (as amended and filed on December 27, 2012).

3.2
      Bylaws of Baltia Air Lines, Inc. (amended and ratified
      November 7, 2011) Incorporated by reference to Exhibit 3.2.2
      to Baltia Air Lines Inc.'s reported on Form 10-K, 21 Dec 2011
      from the year ended December 31, 2010.

10.
      MATERIAL CONTRACTS

10.1. - Fuel supply
      Agreement between Joint Stock Company “SOVEX” and
      Baltia Air Lines, Inc. of January 1, 2012 with confidential
      portion omitted and filed separately with the Commission
      pursuant to a request for confidential
      treatment.  Incorporated
      by reference to Exhibit 10.1 to Company’s 10-Q for
      1 st quarter 2012 as filed May 15, 2012.

10.2 - Letter evidencing
      agreement that engines identified in Exhibit 10.3 below may
      be removed from N705BL and installed on
      N706BL.  Incorporated
      by reference to Exhibit 10.5 to Company’s 10-K/A for
      year 2010 as filed December 21, 2011.

10.3 - Product and
      Services Agreements between Navtech Systems Support Inc. and
      Baltia Airt Lines, Inc. Dated January 15, 2010 with
      confidential portion omitted and filed separately with the
      Commission pursuant to a request for confidential
      treatment.  Incorporated
      by reference to Exhibit 10.7 to Company’s 10-K/A for
      year 2010 as filed December 21, 2011.

10.4 - Ground Handling
      Agreement at Pulkovo Airport between ZAO Cargo Terminal
      Pulkovo and Baltia Air Lines, Inc. effective June 1, 2011,
      with amendment validating contract through June 1, 2014, with
      confidential portion omitted and filed separately with the
      Commission pursuant to a request for confidential treatment
      of April 15, 2013. Original agreement  incorporated
      by reference to Exhibit 10.9.2 to Company’s 10-K/A for
      year 2010 as corrected and filed March 2, 2012.

10.5 - Ground Handling
      Agreement at Pulkovo Airport between ZAO Cargo Terminal
      Pulkovo and Baltia Air Lines, Inc. effective June 1, 2012 (Non-Redacted per Withdrawal of Request for Confidentiality dated June 17, 2013)

10.6 - First Amendment to
      Product and Services Agreements between Navtech Systems
      Support Inc. and Baltia Air Lines, Inc. dated January 15,
      2010.  Incorporated
      by reference to Exhibit 10.10 to Company’s 10-Q/A for
      3 rdquarter 2011, corrected and filed March 29,
      2012.

10.7 Aircraft Bill of Sale
      for Boeing 747 aircraft N705BL.  Incorporated
      by reference to Exhibit 10.9 to Company’s 10-Q for
      1 st quarter 2012 as filed May 15, 2012.

10.8 JLT Certificate of
      Insurance BA-12-009 – Hull and
      Liability  Incorporated
      by reference to Exhibit 10.10 to Company’s 10-Q for
      1 st quarter 2012 as filed May 15, 2012.

10.9 JLT Insurance Binder
      – Hull, Spares and Liability.  Incorporated
      by reference to Exhibit 10.11 to Company’s 10-Q for
      1 st quarter 2012 as filed May 15, 2012.

10.10 JLT Insurance Binder
      – Airline Hull War and Allied Perils.  Incorporated
      by reference to Exhibit 10.12 to Company’s 10-Q for
      1 st quarter 2012 as filed May 15, 2012.

10.11 JLT Insurance Binder
      – Aviation Hull Deductible.  Incorporated
      by reference to Exhibit 10.13 to Company’s 10-Q for
      1 st quarter 2012 as filed May 15, 2012.

10.12 John F. Kennedy
        Airport - Terminal 4, Lease Agreement between JFK
        International Air Terminal, LLC and Baltia Air Lines, dated
        November 17, 2008, effective until terminated by either
        party.

10.13 JFK Airport Building
      151 Lease Agreement, between Japan Airlines Management Corp.
      and Baltia Air Lines, effective on September 1, 2011, valid
      through November 30, 2015.

10.14 Willow Run Airport
      facility lease between Wayne County Airport Authority and
      Baltia Air Lines, effective from November 1, 2012 until April
      30, 2013.

10.15 Pulkovo Airport
      facility Lease Agreement between Northern Capital Gateway,
      LLC and Baltia Air Lines, effective from April 29, 2010 until
      terminated by either party.Incorporated by reference to
      Exhibit 10.2 to Baltia Air Lines’ report on Form 10K
      for the year ended December 31, 2010.

10.16 Contract affirmed by Board resolution
      affirming Agreements between Baltia Air Lines and its
      officers agreeing not to sell the shares issued to them until
      the Company receives FAA Certification and commence its
      revenue flights.

31.1 Certification by Chief
      Executive Officer and Chief Financial Officer pursuant to
      Sarbanes-Oxley Section 302, provided herewith.

32.1 Certification by Chief
      Executive Officer and Chief Financial Officer pursuant to 18
      U.S. C. Section 1350, provided herewith.

SIGNATURES

In accordance with Section
      13 or 15(d) of the Exchange Act, the registrant caused this
      report to be signed on its behalf by the undersigned,
      thereunto duly authorized.

Baltia Air Lines,
      Inc.

Date: July 16,  2013

/s/ Igor Dmitrowsky By: Igor
      Dmitrowsky, President, CEO and CFO